Benz Capital Corp. Announces Closing of Qualifying Transaction
BENZ CAPITAL CORP.
3847 Vance Road
Cultus Lake, BC V2R 5A6
PRESS RELEASE
Jun 26, 2023 TSX.V- BCC.P
BENZ CAPITAL CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION
VANCOUVER, BC – Benz Capital Corp. , TSX-V : BCC .P, (“Benz” or the “ Company”) is
pleased to announce that further to its press releases dated January 12, 2023 and February 1, 2023,
it has completed its qualifying transaction (the " Qualifying Transaction") on June 23, 2023 , as
defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange"), consisting of an option to
acquire a 100% interest of Copper Co d.o.o. (the “ Vendor”) in certain mineral claims known as
the Tolisnica and Stanca Project, located near city of Kraljevo, Republic of Serbia (the
“Property”).
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange
Bulletin (the "Exchange Bulletin") by the Exchange. Subject to final acceptance by the Exchange,
the Company will be classified as a Tier 2 mining issuer pursuant to Exchan ge policies and its
common shares are expected to commence trading on the Exchange within two days of the
Exchange Bulletin.
The trading symbol for Benz will change from BCC.P to BCC and Benz will no longer be
considered a Capital Pool Company.
On final a cceptance of the Qualifying Transaction as well as the private placement described
below, there are 13,726,497 Benz common shares (“Common Shares”) issued and outstanding.
3,810,000 shares are subject to the CPC Escrow Agreement.
Qualifying Transaction
In consideration of the grant of the option to acquire the Property, the Company will pay a total of
$125,000 to the Vendor in cash payments per the schedule listed below and make a one -time
issuance to the Vendor of warrants to purchase 4,300,000 Common Shares at an exercise price of
$0.125 per Common Share for a period of five (5) years from the date of issuance (the “ Initial
Payment Warrants”) within 5 business days of the date on which the Exchange approves the
Purchase Agreement (the “Effective Date”).
The cash payments will be made as follows:
(a) $25,000 within 5 days of the Effective Date; and
(b) an additional $100,000 on the 18-month anniversary of the Effective Date.
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Following the exercise of the option to purchase the Property, the Company will also make certain
milestone payments to the Vendor per the schedule listed below:
(a) pay the Vendor $200,000 in cash within 5 business days of the earlier of: (i) the commencement
of a scoping study on the Property; or (ii) the 5th anniversary of the Effective Date; and
(b) grant the Vendor a 0.5% net smelter returns royalty within 5 business days of the
commencement of commercial production on the Property.
The Private Placement
Concurrently with completion of the Qualifying Transaction, Company is pleased to announce that
it has closed its oversubscribed, previously announced non -brokered private placement (the
“Concurrent Financing”) of units (the “ Units”) on February 1, 2023 and has issued 4,582,497
Common Shares at a price of $0.12 per Common Share and 2,291,248 common share purchase
warrants (the “ Warrants”), for gross proceeds of $549,899.76 (the “ Offering”). Each Warrant
shall entitle the holder to purchase one common share in the capital of the Company (a "Warrant
Share") at a price of $0.15 per Warrant Share for a period of 24 months following the Closing.
If during the term of the Warrants, but after the initial four month hold period has expired, the
Company's Common Shares trade at or above a weighted average trading price of $0.25 for 15
consecutive trading days, the Company may accelerate the expiry time of the Warrants by giving
written notice to Warrant holders that the Warrants will expire 30 days from the date of providing
such notice.
The Company intends to use the net proceeds of the Concurrent Financing to fund the
recommended work program on the Property and working capital.
All securities issued pursuant to the Concurrent Financing will be subject to a four month hold
period from the date of issue.
In connection with the Private Placement, Miloje Vicentijevic and Carlos Escribano, both directors
and officers of the Company, and Nick Tintor and Gord Bub, both directors of the Company;
purchased a total of 1,460,000 Units. The issuance of Units to Mr. Vicentijevic, Mr. Escribano,
Mr. Tintor, and Mr. Bub constitutes a "related party transaction" as defined under Multilateral
Instrument 61 -101 (“MI 61 -101”). The transactions are exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as neither the fair market value of any
securities issued or the consideration paid by such persons exceed 25% of the Company’s market
capitalization.
Aggregate Pro Group Involvement: 1 Placee for 50,000 Common Shares and 25,000 Warrants.
In connection with the Concurrent Financing, the Company paid no agent's commissions and/or
finder's fees.
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For further information please contact:
Miloje Vicentijevic, President & CEO
Phone: (604) 617-1239
Email: [email protected]
Forward-Looking Statements
This press release may contain certain “forward -looking statements ”. Forward -looking
statements involve known and unknown risks, uncertainties, assumptions and other factors that
may cause the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or implied by the
forward-looking statements. These forward - looking statements or information may relate to the
Transaction, the Concurrent Financing, various approvals required in connection with the
Transaction, and other events , factors and information described above in connection with the
Transaction. Any forward-looking statement speaks only as of the date of this news release and,
except as may be required by applicable securities laws, the Company disclaims any intent or
obligation to update any forward-looking statement, whether as a result of new information, future
events or results or otherwise.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has
neither approved nor disapproved the contents of this press release.